Last updated: 26 March 2026
Blakes Of Sydney Pty Ltd trading as Improva
These Client Terms, together with any Client Form (defined below) set out the agreement (this ‘Agreement’) under the terms of which Improva ABN 54 618 279 137 (Improva) provides the Services (defined in the ‘Definitions’ section) to you or the company which you represent (the Client, you, your).
These Client Terms will apply to all the Client’s dealings with Improva. A “Client Form” means any quotation, proposal, email confirmation, or other written communication under which Improva agrees to provide renovation consulting services to the Client. These Client Terms are incorporated into all Client Forms.
Before commencing any Services, Improva will provide the Client with these Client Terms, including by email or by providing a link to the Terms on Improva’s website.
The Client will be taken to have accepted this Agreement if the Client:
By taking any of the actions in this clause, the Client confirms they have received and accept these Client Terms in full.
In the event of any inconsistency between these Client Terms and any Client Form, the clauses of these Client Terms will prevail to the extent of such inconsistency, except that any “Special Conditions” (being terms described as such in a Client Form) will prevail over these Client Terms to the extent of any inconsistency.
In this Agreement unless the context otherwise requires:
Services means the introduction between the Client and Service Providers facilitated by Improva.
Products means any goods supplied as part of the Renovation Works, including but not limited to materials and fixtures.
Project means a renovation project the Client is intending to undertake.
Service Providers means licensed tradespeople, typically joiners, introduced to the Client by Improva for the performance of Renovation Works; and any supplier of Products.
Site means the location where the Project is to take place.
Renovation Works means the work conducted by Services Providers at the Site.
TCV means total contract value, which is the total value of the Project.
Improva will act as an intermediary to introduce the Client to Service Providers suitable for the Client’s renovation needs in relation to their Project.
Improva will undertake its best efforts to source Service Providers but makes no express guarantees, warranties, or representations regarding the quality, performance, or suitability of the Service Providers introduced and shall not be held responsible or liable for the performance or conduct of the Service Providers. It will ultimately be the Client’s responsibility on which Service Providers they intend to engage.
Improva does not warrant or guarantee the financial stability, solvency, or ongoing viability of any Service Provider. Service Providers may cease trading, enter administration, or become insolvent at any time. The Client acknowledges and agrees that Improva shall not be held liable for any loss, damage, incomplete works, or financial loss arising from a Service Provider’s insolvency, liquidation, or failure to complete the Project.
As part of the Services, Improva will provide the Client the following:
Service Scope: Improva’s coordination services extend from initial consultation through to production plan sign-off. Following production plan sign-off, the management of the Project is handed over to the Service Provider. The Client acknowledges and agrees that:
Design Services: Improva may also provide design services, which will be subject to a separate contract. These design services may operate concurrently with the Services provided under this Agreement.
Separate Contracts: Any work conducted by the Service Providers will be subject to separate contracts between the Client and the Service Providers. Improva is not a party to these contracts and bears no responsibility for the execution of the work relating to Products and Services.
Where the context permits the terms ‘Products’ and ‘Services’ shall be interchangeable when used in this Agreement.
Additional Services: In addition to the Services described in these clauses, Improva may offer the following additional services which are subject to separate terms and conditions:
Where additional services are provided under separate terms and conditions, those separate terms will govern the provision of such services. In the event of any inconsistency between these Client Terms and the separate terms for additional services, the separate terms will prevail for those specific services only.
General: The Client must provide Improva with all documentation, information and assistance reasonably required for Improva to perform the Services.
Liaison: The Client agrees to liaise with Improva as it reasonably requests for the purpose of enabling Improva to provide the Services.
Ownership: The Client warrants that it is the owner of the Site or has obtained authority from the owner/s of the Site for the Project to be undertaken at the Site.
Access to Site: The Client agrees to provide the Service Providers with access to the Site, to the extent reasonably required for the Project.
As part of providing the Client the Services, Improva will impose the following obligations on the Service Provider:
Licensing: The Service Provider warrants that it holds all necessary licenses, permits, and approvals required to perform the Renovation Works under this Agreement, specifically under the Home Building Act 1989 (NSW) or equivalent state-specific legislation.
Compliance: The Service Provider shall comply with all applicable laws, regulations, codes of practice, and standards in performing the Renovation Works for the Project.
Due Diligence: The Service Provider shall perform the Renovation Works with due care, skill, and diligence, and in accordance with industry best practices and standards.
Workmanship: The Service Provider will ensure that all works performed will be free from defects and of a quality that meets or exceeds industry standards.
Insurance: The Service Provider must maintain adequate insurance coverage, including public liability insurance and any other insurance required by law, for the duration of the Project. Evidence of such insurance must be provided to the Client upon request.
Safety: The Service Provider is responsible for ensuring the safety and security of the Site and must take all necessary precautions to prevent accidents and injuries during the Project.
Waste: The Service Provider shall keep the Site clean and tidy and shall remove all debris, waste materials, and equipment upon completion of the Project.
Communication: The Service Provider must maintain regular communication with the Client and Improva regarding the progress of the Project and any issues that arise.
Delays and Changes: Any delays, changes, or deviations from the agreed scope of work must be reported to the Client and Improva within 24 hours.
Quality: The Service Provider warrants that all Products, materials and fixtures used in the Renovation Works are of a quality that meets or exceeds industry standards and are fit for their intended purpose.
Warranty: The Service Provider will communicate the relevant warranty period to you from the date of completion of the Project, covering any defects in Products, materials or workmanship; including any third-party manufacturer warranties.
Indemnity: The Service Provider agrees to indemnify, defend, and hold harmless the Client and Improva from and against any and all claims, liabilities, damages, losses, and expenses, including legal fees, arising out of or in connection with their failure to comply with these obligations.
DISCLAIMER: There may be instances where a Service Provider is not subject to some of the above obligations (except those required by law) depending on the specific contract Improva has entered into with a specific Service Provider. Therefore, we recommend that you obtain independent legal advice on any contract entered into with a Service Provider to ensure that you are aware of the commercial terms and risks; and any rights or obligations you or the Service Provider have under the Home Building Act 1989 (NSW) or equivalent, and other applicable laws.
Improva will obtain quotations from various Service Providers to ensure competitive pricing and options for the Client for the Project.
Upon receiving the Client’s requirements and specifications for the Project, Improva will conduct an initial assessment to identify suitable Service Providers.
Improva will prepare and send out a Request for Quotation (RFQ) to selected Service Providers detailing the scope of work, materials required, and any other relevant specifications.
Improva will perform a comparative analysis of the Service Providers and present the Project proposal to the Client, along with any recommendations or insights to aid the Client in making an informed decision.
The Client will review the proposal and select the Service Provider(s) they wish to engage for the Project. Improva will assist in facilitating any necessary communication between the Client and the chosen Service Provider(s).
The Client acknowledges that while Improva endeavours to provide competitive and comprehensive quotations, it makes no guarantees, warranties, or representations regarding the accuracy, completeness, or competitiveness of the quotations obtained.
The Client acknowledges that Improva’s role is limited to introducing Service Providers and that the final decision to engage a Service Provider rests solely with the Client.
Under no circumstances shall Improva be liable for any discrepancies, errors, or omissions in the information provided by the Service Providers.
If the Client requires any modifications or additional quotations after the initial round, Improva will follow the same process as outlined above, subject to additional time and resources.
Improva will liaise with the Client and Service Providers to help with an estimate for the Project timeframe and provide the Client with a generic ‘Renovation Gantt Chart’.
While Improva will do its best to provide an estimated timeframe, the Client acknowledges that Improva makes no guarantee as to when the Project will be completed. Under no circumstances shall Improva be liable for any loss due to completion, retentions, or delays, however caused. The Service Provider is responsible to provide and manage the Project timeframes.
If, for any reason, the Client delays any part of the Project, including failure to obtain local council, other statutory authority, or body corporate approvals, Improva will be obliged to notify the Service Providers and may adjust the Project value to recover any additional costs incurred because of the delay.
The Project may be subject to change based on any building, regulatory, or other requirements as reasonably instructed by a Service Provider.
Any modifications or adjustments to the Project deemed necessary by a Service Provider to comply with applicable laws, regulations, codes of practice, or standards must be adhered to. The Client agrees to cooperate with any reasonable instructions provided by the Service Provider in this regard.
The Service Provider will promptly notify the Client and Improva of any required changes or adjustments to the Project to ensure regulatory compliance or meet other necessary requirements.
The Client agrees to accept and authorise any reasonable changes or modifications to the Project scope, timeline, or costs resulting from such regulatory or other requirements, provided they have been communicated by the Service Provider.
The Client acknowledges that prices for Products, materials, labour, and other costs associated with the Project may fluctuate due to market conditions, availability, and other factors beyond Improva’s control. This may subsequently impact the Project’s TCV.
Improva will promptly notify the Client in writing of any significant changes or fluctuations in pricing that may affect the initial estimates or quotations provided for the Project.
Any adjustments to the Project’s total cost resulting from price changes must be approved by the Client in writing before Improva engages Service Providers under the new pricing terms or scope of work.
Quotations obtained from Service Providers are subject to validity periods as specified by the Service Providers. Improva will inform the Client of these validity periods and any need for re-quoting if the validity expires before the Client’s approval.
In the event of price fluctuations:
Improva shall not be liable for any additional costs or delays arising from price fluctuations. The Client agrees to bear any additional costs resulting from such changes, provided they have been communicated and approved as per the process outlined above.
All changes to pricing and costs must be documented and agreed upon in writing by both parties. This documentation will be incorporated as an addendum to the original agreement with an updated TCV.
The Client acknowledges and agrees that Improva does not undertake any Renovation Works under the Home Building Act 1989 (NSW) or equivalent state-based legislation; or supply any Products.
The introduction of Service Providers and the performance of any Renovation Works or the supply of any Products shall be done and agreed upon by the Service Provider directly with the Client.
All installation work, including any Renovation Works, will be undertaken by the licensed Service Providers chosen by the Client through our Services, and such work is the sole responsibility of those Service Providers.
The Client acknowledges that all payments for Renovation Works and Products are made directly to Service Providers, and Improva does not handle, hold, or receive any funds on behalf of the Client. Improva will not in any circumstance hold money on trust for either the Client or the Service Provider(s). Improva is not responsible for any deposits, progress payments, retentions, or final payments made to Service Providers, nor for any loss of such payments due to Service Provider insolvency, liquidation, administration, or failure to complete works.
Any recommendations, advice, and suggestions that form part of the Services provided by Improva are for the exclusive use and benefit of the Client. They are not intended to benefit or be relied upon by any third parties.
Improva will not be held liable for any loss, damage, or injury suffered by any third party arising out of or in connection with any advice, recommendations, or suggestions provided to the Client.
Any third party relying on Improva’s advice, recommendations, or suggestions does so at their own risk, and Improva disclaims all liability to such third parties to the maximum extent permitted by law.
Improva will receive a consultancy fee from the TCV quoted by the Service Provider(s) to the Client. This consultancy fee is agreed upon in the Client Form and is deducted from the TCV payable to the Service Provider(s).
Except in the case of Design Services or other work, which is subject to a separate contract, the Client acknowledges that they are not directly responsible for paying Improva any fees for the Services.
Improva will issue invoices directly to the Service Provider(s) for the consultancy fees agreed upon. The Client is not responsible for these invoices.
The Client acknowledges and agrees that the Service Provider(s) will deduct the agreed consultancy fee from the TCV and remit it to Improva.
Improva will not in any circumstance, hold money on trust for either the Client or the Service Provider(s).
The Client agrees that Improva may photograph any work related to the Services at the Site for its own marketing and publication purposes. This may include, but is not limited to, before-and-after photos, progress shots, and final Project images.
The Client consents to Improva using these photographs in various forms of media, including but not limited to Improva’s website, social media platforms, brochures, portfolios, and other marketing materials.
The Client acknowledges and agrees that Improva may also photograph areas of the Site that are unrelated to the specific Services provided, provided such photographs are taken with the Client’s prior consent.
Improva retains the right to describe the Services and reproduce, publish, and display such material in Improva’s portfolios and websites for the purposes of recognition or professional advancement, and to be credited with authorship of the Services in connection with such uses.
Except as contemplated by this Agreement, each party must not, and must not permit any of its officers, employees, agents, contractors or related companies to, use or disclose to any person any confidential information disclosed to it by the other party without its prior written consent.
This confidentiality obligation does not apply to:
To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.
Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Client may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.
Liability
To the maximum extent permitted by law, Improva’s total liability to the Client in respect of any claim arising out of or in connection with this Agreement, whether in contract, tort (including negligence), statute, or otherwise, is limited to the consultancy fees payable to Improva by a Service Provider for the Project. The limitation of liability will be proportionate to the extent Improva caused or contributed to the loss or damage.
Consequential Loss
To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with this agreement or any goods or services provided by Improva, except:
The Client agrees to indemnify, defend, and hold harmless Improva, its officers, employees, agents, and subcontractors from and against any and all claims, liabilities, damages, losses, and expenses, including legal fees, arising out of or in connection with:
Improva retains all intellectual property rights in the Client Forms, designs, plans, specifications, and any other materials provided to the Client as part of the services.
The Client is granted a limited, non-exclusive, non-transferable license to use the designs and materials solely for the purpose of completing the renovation as specified in the Client Form.
The Client must not reproduce, distribute, or use the designs or materials for any other purpose without Improva’s prior written consent.
Improva may subcontract any aspect of providing the Services and the Client hereby consents to such subcontracting.
Termination for Convenience
Either party may terminate this agreement for convenience by providing 10 Business Days’ notice to the other party.
Termination for Cause
Either party may terminate this agreement immediately by written notice if there has been a Breach of this agreement.
A “Breach” of this agreement means:
Effect of Termination
Upon termination of this agreement:
Survival
Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this Agreement will survive and be enforceable after such termination or expiry.
A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.
Improva may assist in a dispute between the Client and any Service Provider introduced by Improva but cannot guarantee a favourable outcome for the Client. The resolution of such disputes is ultimately the responsibility of the Client and the Service Provider, and Improva shall not be held responsible or liable for the performance or conduct of the Service Providers.
If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:
Subject to compliance with the notice requirement above, the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible.
For the purposes of this agreement, a ‘Force Majeure Event’ means any:
A notice or other communication to a party under this agreement must be:
Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
Governing Law
This Agreement is governed by the law applying in New South Wales, Australia.
Jurisdiction
Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this Agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
Assignment
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior consent of each other party (such consent not to be unreasonably withheld).
Relationship
Nothing contained in this Agreement creates an agency, partnership, joint venture or employment relationship between Improva and the Client or any of their respective employees, agents or contractors.
Neither party nor any person acting on its behalf may hold itself out as being entitled to contract or accept payment in the name of or on account of the other party.
Amendments
This Agreement may only be amended by a document signed by each party.
Waiver
No party to this Agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
Further Acts and Documents
Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this Agreement.
Entire Agreement
This Agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this Agreement.
If you have questions about these terms or want to make a complaint, please email us at [email protected]. We will respond to you within a reasonable timeframe.
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